UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549






FORM 40-F








|o  |  | REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934   
|-- |  | ---------------------------------------------------------------------------------------
|OR
|x  |  | ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended December
31, 2011



















Commission
file number:001-35084












EXTORRE GOLD MINES LIMITED








(Exact Name of Registrant
as Specified in its Charter)



|Canada                                                                                                                    |                                                                                                                                                                                             | 1040                                              |  | N/A                                 
|------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------- |  | ------------------------------------
|(Province or other jurisdiction of incorporation or organization)                                                         |                                                                                                                                                                                             | (Primary Standard Industrial Classification Code) |  | (I.R.S. Employer Identification No.)
|                                                                                                                          |                                                                                                                                                                                             |                                                   |  |                                     
|999 West Hastings Street, Suite 1660                                                                                     
|Vancouver, British Columbia, Canada  V6C 2W2                                                                             
|(604)
        688-9592                                                                                                   
|(Address and Telephone Number of Registrant’s
        Principal Executive Offices)                                       
|DL Services, Inc. 
701 Fifth Avenue, Suite 6100 
Seattle, Washington 98104
(206) 903-8800                                 | Copies to:
        Christopher Doerksen
        Jason K. Brenkert
        Dorsey & Whitney LLP
        1400 Wewatta Street, Suite 400
        Denver, Colorado 80202
        (303) 629-3400
|(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)
|                                                                                                                          |                                                                                                                                                                                             |                                                   |  |                                     




Securities registered or to be registered
pursuant to Section 12(b) of the Act:



|Title of Each Class:        | Name of Each Exchange On Which Registered:
|--------------------------- | ------------------------------------------
|                            |                                           
|Common Shares, no par value | NYSE Amex                                 



Securities registered
or to be registered pursuant to Section 12(g) of the Act: None

Securities for which
there is a reporting obligation pursuant to Section 15(d) of the Act: None

For
annual reports, indicate by check mark the information filed with this form:

|x | Annual Information Form | x | Audited Annual Financial Statements
|- | ----------------------- | - | -----------------------------------

Indicate
the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered
by the annual report: As at December 31, 2011, 92,566,939common shares of the Registrant were issued and outstanding.

Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act
during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days.   x   Yes      ̈   No

Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).  ̈    Yes    ̈
No











EXPLANATORY NOTE



Extorre Gold Mines Limited (the “Company”
or the “Registrant”) is a Canadian issuer eligible to file its annual report pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F pursuant to the multi-jurisdictional disclosure
system of the Exchange Act. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange
Act. The equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange
Act pursuant to Rule 3a12-3 under the Exchange Act.



FORWARD-LOOKING STATEMENT



This
annual report on Form 40-F and the exhibits attached hereto contain “forward-looking statements” within the meaning
of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking statements concern the Company’s
anticipated results and developments in the Company’s operations in future periods, planned exploration and development of
its properties, plans related to its business and other matters that may occur in the future. These statements relate to analyses
and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions
of management.



Statements
concerning reserves and mineral resource estimates may also be deemed to constitute forward-looking statements to the extent that
they involve estimates of the mineralization that will be encountered if the property is developed, and in the case of mineral
reserves, such statements reflect the conclusion based on certain assumptions that the mineral deposit can be economically exploited.
Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives,
assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does
not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”,
“estimates” or “intends”, or stating that certain actions, events or results “may”, “could”,
“would”, “might” or “will” be taken, occur or be achieved) are not statements of historical
fact and may be forward-looking statements. While the Company has based these forward-looking statements on its expectations about
future events as at the date that such statements were prepared, the statements are not a guarantee of the Company’s future
performance and are subject to risks, uncertainties, assumptions and other factors which could cause actual results to differ materially
from future results expressed or implied by such forward-looking statements. Such factors and assumptions include, amongst others,
the effects of general economic conditions, changing foreign exchange rates and actions by government authorities, uncertainties
associated with negotiations and misjudgements in the course of preparing forward-looking statements. In addition, there are also
known and unknown risk factors which may cause actual events or results to differ from those expressed or implied by the forward-looking
statements, including, without limitation:



| | · | risks related to the Company’s lack of operating history;
| | - | ---------------------------------------------------------

| | · | risks related to the Company’s lack of revenues from operations and its continued ability
to fund ongoing and planned exploration and possible future mining operations;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | risks related to the Company’s history of losses, which may continue to occur in the future;
| | - | --------------------------------------------------------------------------------------------

| | · | risks related to the on-going credit crisis centered in the United States and Europe and the Company’s
ability to raise money in the future to fund its operations;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | risks related to its ability to successfully establish mining operations or profitably produce
precious or other metals;
| | - | ------------------------------------------------------------------------------------------------------------------------

| | · | risks related to differences between US and Canadian practices for reporting mineral resources
and reserves;
| | - | ------------------------------------------------------------------------------------------------------------

| | · | risks related to the speculative nature of resource exploitation;
| | - | -----------------------------------------------------------------

| | · | risks related to the effect of foreign exchange regulations on operations in Argentina;
| | - | ---------------------------------------------------------------------------------------

| | · | risks related to the absence of mineral reserves;
| | - | -------------------------------------------------

| | · | risks related to uninsured risks;
| | - | ---------------------------------

| | · | risks related to shortages of equipment and supplies;
| | - | -----------------------------------------------------











| | · | uncertainty as to actual capital costs, operating costs, production and economic returns, and uncertainty
that any possible future development activities will result in profitable mining operations;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | risks related to mineral resource figures being estimates based on interpretations
and assumptions which may result in less mineral production under actual conditions than is currently estimated;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | changes in the market price of gold and silver, and other minerals which in the past has fluctuated
widely and which could affect the profitability of possible future operations and financial condition;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | risks related to currency fluctuations;
| | - | ---------------------------------------

| | · | risks related to the inherently dangerous activity of mining, including conditions or events beyond
the Company’s control;
| | - | --------------------------------------------------------------------------------------------------------------------------

| | · | risks related to the Company’s primary property being located in Argentina, including political,
economic, and regulatory instability;
| | - | --------------------------------------------------------------------------------------------------------------------------------------

| | · | uncertainty in the Company’s ability to obtain and maintain certain permits necessary for
current and anticipated operations;
| | - | -----------------------------------------------------------------------------------------------------------------------------

| | · | risks related to the Company being subject to environmental laws and regulations which may increase
the costs of doing business and/or restrict operations;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | risks related to land reclamation requirements which may be burdensome;
| | - | -----------------------------------------------------------------------

| | · | risks over the uncertainty in the Company’s ability to attract and maintain qualified management
to meet the needs of anticipated growth and risks relating to its ability to manage growth effectively;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | risks related to the Company’s held mineral properties being subject to prior unregistered
agreements, transfers, or claims and other defects in title;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | risks related to increased competition that could adversely affect the Company’s ability
to attract necessary capital funding or acquire suitable producing properties for mineral exploration in the future;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | risks related to officers and directors becoming associated with other natural resource companies
which may give rise to conflicts of interests;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------

| | · | the volatility of the Company’s common share price and volume;
| | - | --------------------------------------------------------------

| | · | tax consequences to United States shareholders; and
| | - | ---------------------------------------------------

| | · | risks relating to potential claims by indigenous people over the Company’s mineral properties.
| | - | ----------------------------------------------------------------------------------------------



The above list is not exhaustive of the
factors that may affect our forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking
statements are described further in the exhibits attached to this annual report on Form 40-F. Should one or more of these risks
and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those
described in the forward-looking statements. Forward-looking statements are made based on management’s beliefs, estimates
and opinions on the date the statements are made, and the Company undertakes no obligation to update forward-looking statements
if these beliefs, estimates and opinions or other circumstances should change, except as required by law. Investors are cautioned
against attributing undue certainty to forward-looking statements.



NOTE
TO UNITED STATES READERS-

DIFFERENCES IN UNITED STATES AND CANADIAN
REPORTING PRACTICES



The Company is permitted, under the multi-jurisdictional
disclosure system adopted by the United States Securities and Exchange Commission (the “SEC”), to prepare this annual
report in accordance with Canadian disclosure requirements, which differ from those of the United States. The Company has prepared
its financial statements, which are filed as Exhibit 99.2 to this annual report on Form 40-F, in accordance with International
Financial Reporting Standards (“IFRS”) and its financial statements are subject to IFRS auditing and auditor independence
standards. Accordingly, the Company’s financial statements may not comparable to financial statements of United States companies.
Details on the adoption of IFRS are described in Note 3 to the audited consolidated financial statements of the Company.



-3-







RESOURCE AND RESERVE
ESTIMATES



The Company’s Annual Information
Form for the fiscal year ended December 31, 2011 filed as Exhibit 99.1 to this annual report on Form 40-F and management’s
discussion and analysis for the fiscal year ended December 31, 2011 filed as Exhibit 99.3 to this annual report on Form
40-F have been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements
of United States securities laws. The terms “mineral reserve”, “proven mineral reserve” and “probable
mineral reserve” are Canadian mining terms as defined in accordance with Canadian National Instrument 43-101 – Standards
of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the
“CIM”) - CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as
amended (“CIM Standards”). These definitions differ from the definitions in SEC Industry Guide 7 under the United States
Securities Act of 1933, as amended (the “Securities Act”). Under SEC Industry Guide 7 standards, a “final”
or “bankable” feasibility study is required to report reserves, the three-year historical average price is used in
any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the
appropriate governmental authority.



In addition, the terms “mineral resource”,
“measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are
defined in and required to be disclosed by NI 43-101 and the CIM Standards; however, these terms are not defined terms under SEC
Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors
are cautioned not to assume that all or any part of a mineral deposit in these categories will ever be converted into reserves.
“Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to
their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded
to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility
studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists
or is economically or legally mineable. Disclosure of “contained ounces” in a resource is permitted disclosure under
Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves”
by SEC Industry Guide 7 standards as in place tonnage and grade without reference to unit measures.



Accordingly, information contained
in this annual report and the documents incorporated by reference herein contain descriptions of our mineral deposits that may
not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under
the United States federal securities laws and the rules and regulations thereunder.



CURRENCY



Unless otherwise indicated, all dollar
amounts in this annual report on Form 40-F are in United States dollars. The exchange rate of Canadian dollars into United States
dollars based upon the noon rate of exchange as quoted by the Bank of Canada was U.S.$1.00 = Cdn.$1.017 on December 30, 2011 and
U.S. $1.00 = Cdn.$1.0009 on March 30, 2012.



ANNUAL INFORMATION FORM



The Company’s Annual Information
Form for the fiscal year ended December 31, 2011 is filed as Exhibit 99.1 to this annual report on Form 40-F, and is incorporated
by reference herein.



AUDITED ANNUAL FINANCIAL STATEMENTS



The audited consolidated financial statements
of the Company for the fiscal years ended December 31, 2011 and 2010, including the report of the Company’s independent auditor
with respect thereto, are filed as Exhibit 99.2 to this annual report on Form 40-F, and are incorporated herein by reference.
Details on the adoption of IFRS are described in Note 3 to the audited consolidated financial statements of the Company.



-4-







MANAGEMENT’S DISCUSSION AND ANALYSIS



Management’s discussion and analysis
for the fiscal year ended December 31, 2011 is filed as Exhibit 99.3 to this annual report on Form 40-F, and is incorporated
by reference herein.



TAX MATTERS



Purchasing, holding, or disposing of securities
of the Company may have tax consequences under the laws of the United States and Canada that are not described in this annual report
on Form 40-F.



CONTROLS AND PROCEDURES



Disclosure Controls and Procedures



At the end of the period covered by this
annual report for the fiscal year ended December 31, 2011, an evaluation was carried out under the supervision of, and the with
the participation of, the Company’s management, including its Chief Executive Officer (CEO) and Chief Financial Officer (CFO),
of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule
13a-15(e) of the Exchange Act). Based upon that evaluation, the Company’s CEO and CFO have concluded that the disclosure
controls and procedures were effective to ensure that the information required to be disclosed by the Company in reports that it
files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified
in the SEC’s rules and forms, and (ii) accumulated and communicated to the Company’s management, including its principal
executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions
regarding required disclosure.



Management’s Report on Internal
Control over Financial Reporting



Management is responsible for establishing
and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. The Company’s
management has employed a framework consistent with Exchange Act Rule 13a-15(c), to evaluate the Company’s internal control
over financial reporting described below. A company’s internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles.



A company’s internal control over
financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations
of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial
statements. It should be noted that a control system, no matter how well conceived or operated, can only provide reasonable assurance,
not absolute assurance, that the objectives of the control system are met. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree
of compliance with policies and procedures may deteriorate.



Management, including the CEO and CFO,
assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2011. In making
this assessment, management used the criteria set forth in the Internal Control Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). Based on its assessment, management has concluded that, as of December
31, 2011, the Company’s internal control over financial reporting was effective and no material weaknesses in the Company’s
internal control over financial reporting were discovered.



-5-







The Company is required to provide an auditor’s
attestation report on its internal control over financial reporting for the fiscal year ended December 31, 2011. In this annual
report, the Company’s independent registered auditor, PricewaterhouseCoopers LLP, must state its opinion as to the effectiveness
of the Company’s internal control over financial reporting for the fiscal year ended December 31, 2011. PricewaterhouseCoopers
LLP has audited the Company’s financial statements included in this annual report on Form 40-F and has issued an attestation
report on the Company’s internal control over financial reporting.



Auditor’s Attestation Report



PricewaterhouseCoopers LLP’s attestation
report on the Company’s internal control over financial reporting is included in the audit report to the audited consolidated
financial statements of the Company which are filed hereto as Exhibit 99.2 and incorporated by reference in this annual
report on Form 40-F.



Changes in Internal Control over Financial
Reporting



During the fiscal year ended December 31,
2011, there were no changes in the Company’s internal control over financial reporting that have materially affected, or
are reasonably likely to materially affect, the Company’s internal control over financial reporting.



Notices
Pursuant to Regulation BTR



There were no notices required by Rule
104 of Regulation BTR that the Registrant sent during the year ended December 31, 2011 concerning any equity security subject to
a blackout period under Rule 101 of Regulation BTR.



CORPORATE GOVERNANCE



The Company’s Board of Directors
(the “Board of Directors”) is responsible for the Company’s corporate governance policies and has a separately
designated standing Nominating and Corporate Governance Committee, Compensation Committee and Audit Committee. The Board of Directors
has determined that all the members of the foregoing Committees are “independent” based on the criteria for independence
prescribed by Section 803A of the NYSE Amex Company Guide.



Compensation Committee



Compensation of the Company’s CEO
and all other officers and directors is recommended to the Board of Directors for determination by the Compensation Committee.
The Company’s Compensation Committee is comprised of Robert Reynolds, George Lawton and James Strauss. The Compensation Committee
meets periodically to develop, monitor and review the terms and conditions of compensation for officers and directors of the Registrant,
and to determine senior management development, retention and succession planning. The Company’s CEO cannot be present during
the Compensation Committee’s deliberations or vote on his compensation. The Company has adopted a formal written Compensation
Committee Charter addressing the officer and director compensation process.



Nominating and Corporate Governance Committee



Nominees for the Board of Directors are
identified and recommended to our Board of Directors by our Nominating and Corporate Governance Committee. The Company’s
Nominating and Corporate Governance Committee is comprised of Robert Reynolds, George Lawton and James Strauss. The Nominating
and Corporate Governance Committee is charged with the responsibility of, among other things, establishing the criteria for the
selection of new directors, identifying qualified individuals to be presented to the Board of Directors and/or the Company’s
shareholders, monitoring the orientation and continued education of the Registrant’s directors, reviewing the Board of Directors’
committee structure and making recommendations for committee member service. The Company has adopted a formal written Nominating
and Corporate Governance Committee Charter addressing the nomination process and such related matters as may be required under
federal securities laws.



-6-







AUDIT COMMITTEE



The Company’s Board of Directors
has a separately-designated standing Audit Committee established for the purpose of overseeing the accounting and financial reporting
processes of the Company and audits of the Company’s annual financial statements in accordance with Section 3(a)(58)(A) of
the Exchange Act. As of the date of this annual report on Form 40-F, the Company’s Audit Committee is comprised of George
Lawton, Robert Reynolds and James Strauss.



In the opinion of the Company’s Board
of Directors, all the members of the Audit Committee are independent (as determined under Rule 10A-3 of the Exchange Act and Section
803A of the NYSE Amex Company Guide). The Audit Committee meets the composition requirements set forth by Section 803B(2) of NYSE
Amex Company Guide. All three members of the Audit Committee are financially literate, meaning they are able to read and understand
the Registrant’s financial statements and to understand the breadth and level of complexity of the issues that can reasonably
be expected to be raised by the Registrant’s financial statements.



The members of the Audit Committee do not
have fixed terms and are appointed and replaced from time to time by resolution of the Board of Directors.



The Audit Committee meets with the CEO,
the CFO of the Company and the Company’s independent auditors to review and inquire into matters affecting financial reporting,
the system of internal accounting and financial controls, as well as audit procedures and audit plans. The Audit Committee also
recommends to the Board of Directors which independent registered public auditing firm should be appointed by the Company. In addition,
the Audit Committee reviews and recommends to the Board of Directors for approval the annual financial statements, the MD&A,
and undertakes other activities required by exchanges on which the Company’s securities are listed and by regulatory authorities
to which the Company is held responsible.



Audit Committee Financial Expert



The Company’s Board of Directors
has determined that George Lawton qualifies as a financial expert (as defined in Item 407(d)(5)(ii) of Regulation S-K under the
Exchange Act) and is independent (as determined under Exchange Act Rule 10A-3 and Section 803A of the NYSE Amex Company Guide).



CODE OF ETHICS



The Company is committed to the highest
standards of legal and ethical business conduct. The Company has adopted a Code of Business Conduct and Ethics (the “Code”)
that applies to all of its directors, officers and employees, including the CEO and CFO. This Code summarizes the legal, ethical
and regulatory standards that the Company must follow and serves as a reminder to the directors, officers and employees, of the
seriousness of that commitment. Compliance with this Code and high standards of business conduct is mandatory for every director,
officer and employee of the Company. The Code meets the requirements for a “code of ethics” within the meaning of that
term in Form 40-F.



A copy of the Code in full text is available
on the Company’s website at www.extorre.com and in print to any shareholder who requests it. All required substantive amendments
to the code, and all waivers of the code with respect to any of the officers covered by it, will be posted on the Company’s
website at www.extorre.com within five business days of the amendment or waiver, and provided in print to any shareholder
who requests them.



-7-







During the fiscal year ended December 31,
2011, the Company did not substantively amend, waive or implicitly waive any provision of the Code with respect to any of its directors,
officers or employees subject to it.



PRINCIPAL ACCOUNTANT FEES AND SERVICES



The required tabular disclosure is included
under the heading “Audit Committee – Audit Fees, Audit-Related Tax and All Other Fees” in the Company’s
Annual Information Form for the fiscal year ended December 31, 2011, filed as Exhibit 99.1 to this annual report on Form
40-F.



PRE-APPROVAL POLICIES AND PROCEDURES



The Audit Committee pre-approves all audit
and non-audit services to be provided to the Company by its independent auditors. The Audit Committee may delegate to one or more
of its members the authority to pre-approve non-audit services to be provided to the Company or its subsidiaries by the Company’s
external auditor. The pre-approval of non-audit services must be presented to the Audit Committee at its first scheduled meeting
following such pre-approval. The Audit Committee may satisfy its duty to pre-approve non-audit services by adopting specific policies
and procedures for the engagement of the non-audit services, provided the policies and procedures are detailed as to the particular
service, the Audit Committee is informed of each non-audit service and the procedures do not include delegation of the Audit Committee’s
responsibilities to management. All non-audit services performed by the Company’s auditor for the fiscal year ended December
31, 2011 were pre-approved by the Audit Committee of the Company. No non-audit services were approved pursuant to the de minimis
exemption to the pre-approval requirement.



OFF-BALANCE SHEET ARRANGEMENTS



The Company has not entered into any off-balance sheet arrangements.



TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS



The following table lists as of December
31, 2011 information with respect to the Company’s known contractual obligations.



|                              |  | Payments Due by Period ($000s) (Figures are in Canadian Dollars) |      
|----------------------------- |  | ---------------------------------------------------------------- | -----
|Contractual Obligations       |  | Total                                                            |      
|Operational Lease Obligations |  |                                                                  |      
|- Argentina                   |  | $                                                                | 102  
|- Canada (*)                  |  | $                                                                | 378  
|Field Camp                    |  | $                                                                | 1,937
|Total                         |  | $                                                                | 2,417



The Company has various property access
agreements, which are renewed periodically, related to the Cerro Moro project at an estimated cost of approximately CAN$228 thousand
per year.



-8-







In addition, upon the decision to commence
mining at Don Sixto, the Company is required to build two houses for the original owners of the Don Sixto property at an estimated
cost of approximately CAN$75.



| | * | The Company together with two associated companies has entered into a lease for office premises.
The amount reflected above is the Company’s share of the lease obligation
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



NYSE AMEX CORPORATE GOVERNANCE



The Company’s common shares are listed
on the NYSE Amex. Section 110 of the NYSE Amex Company Guide permits the NYSE Amex to consider the laws, customs and practices
of foreign issuers in relaxing certain NYSE Amex listing criteria, and to grant exemptions from NYSE Amex listing criteria based
on these considerations. A description of the significant ways in which the Company’s governance practices differ from those
followed by domestic companies pursuant to NYSE Amex standards is set forth on the Company’s website at www.extorre.com.



In addition, the Company may from time-to-time
seek relief from NYSE Amex corporate governance requirements on specific transactions under Section 110 of the NYSE Amex Company
Guide by providing written certification from independent local counsel that the non-complying practice is not prohibited by our
home country law, in which case, the Company shall make the disclosure of such transactions available on its website at www.extorre.com.
Information contained on the Company’s website is not part of this annual report on Form 40-F.



MINE SAFETY DISCLOSURE



Pursuant to Section 1503(a) of the Dodd-Frank
Wall Street Reform and Consumer Protection Act of 2010, issuers that are operators, or that have a subsidiary that is an operator,
of a coal or other mine in the United States, and that is subject to regulation by the Federal Mine Safety and Health Administration
(“MSHA”) under the Mine Safety and Health Act of 1977 (the “Mine Act”), are required to disclose in their
periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related
assessments and legal actions, and mining-related fatalities. During the fiscal year ended December 31, 2011, the Company had no
mines in the United States that were subject to regulation by the MSHA under the Mine Act.



UNDERTAKING AND CONSENT TO SERVICE OF
PROCESS



Undertaking



The Company undertakes to make available,
in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested
to do so by the SEC staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation
to which the obligation to file an Annual Report on Form 40-F arises; or transactions in said securities.



Consent to Service of Process



The Company filed an Appointment of Agent
for Service of Process and Undertaking on Form F-X with the SEC on March 28, 2011, with respect to the class of securities
in relation to which the obligation to file this annual report on Form 40-F arises. Any change
to the name or address of the Company’s agent for service shall be communicated promptly to the SEC by amendment to the Form
F-X referencing the file number of the Company.



-9-







SIGNATURES



Pursuant to the requirements of the Exchange Act, the Registrant
certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report on Form 40-F to
be signed on its behalf by the undersigned, thereunto duly authorized.



|                    | EXTORRE GOLD MINES LIMITED                     
|------------------- | -----------------------------------------------
|                    |                                                
|                    | /s/Eric Roth                                   
|                    | Name:  Eric Roth                               
|                    | Title:    President and Chief Executive Officer
|Date: April 2, 2012 |                                                



-10-







EXHIBIT INDEX



The following exhibits have been filed as part of the annual
report on Form 40-F:



|Exhibit            |  | Description                                                                                                                                                                                                                                               
|------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                   |  |                                                                                                                                                                                                                                                           
|Annual Information
|                   |  |                                                                                                                                                                                                                                                           
|99.1               |  | Annual Information Form for the fiscal year ended December 31, 2011                                                                                                                                                                                       
|                   |  |                                                                                                                                                                                                                                                           
|99.2               |  | Audited consolidated financial statements and the notes thereto for the years ended December 31, 2011 and 2010, together with the report of the auditors thereon                                                                                          
|                   |  |                                                                                                                                                                                                                                                           
|99.3               |  | Management’s Discussion and Analysis for the year ended December 31, 2011                                                                                                                                                                                 
|                   |  |                                                                                                                                                                                                                                                           
|99.4               |  | Sections 4-25 of the Preliminary Economic Assessment For The Cerro Moro Gold-Silver Project, Santa Cruz Province,
    Argentina     dated     effective March 30, 2012, previously filed as Exhibit 99.1 to the Company’s Form 6-K dated
    April 2, 2012
|                   |  |                                                                                                                                                                                                                                                           
|Certifications    
|                   |  |                                                                                                                                                                                                                                                           
|99.5               |  | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                         
|                   |  |                                                                                                                                                                                                                                                           
|99.6               |  | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                         
|                   |  |                                                                                                                                                                                                                                                           
|99.7               |  | Certificate of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                       
|                   |  |                                                                                                                                                                                                                                                           
|99.8               |  | Certificate of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                       
|                   |  |                                                                                                                                                                                                                                                           
|Consents          
|                   |  |                                                                                                                                                                                                                                                           
|99.9               |  | Consent of PricewaterhouseCoopers LLP                                                                                                                                                                                                                     
|                   |  |                                                                                                                                                                                                                                                           
|99.10              |  | Consent of David (Ted) Coupland of Cube Consulting Pty Ltd.                                                                                                                                                                                               
|                   |  |                                                                                                                                                                                                                                                           
|99.11              |  | Consent of Carlos Guzman                                                                                                                                                                                                                                  
|                   |  |                                                                                                                                                                                                                                                           
|99.12              |  | Consent of Bill Gosling                                                                                                                                                                                                                                   
|                   |  |                                                                                                                                                                                                                                                           
|99.13              |  | Consent Anthony Sanford                                                                                                                                                                                                                                   
|                   |  |                                                                                                                                                                                                                                                           
|99.14              |  | Consent of Krishna Sinha                                                                                                                                                                                                                                  
|                   |  |                                                                                                                                                                                                                                                           
|99.15              |  | Consent of Michael Gabora                                                                                                                                                                                                                                 
|                   |  |                                                                                                                                                                                                                                                           
|99.16              |  | Consent of Eric Roth                                                                                                                                                                                                                                      



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